TXA Expert Engagement Sheet

14. The Term Sheet contained the following terms relating to the role of the Expert: i. The Expert will act as an expert in determining, in his/her opinion, an Initial Fee on Renewal for the Standby Agreements according to the expert's business judgement and commercial acumen and consistently with the terms of the Agreements.

ii. The Expert will not act as a mediator or arbitrator between the parties. The Expert shall be independent of, and act fairly and impartially as between the parties and shall follow the procedure set out in this Term Sheet and in the Agreements. …

iii. The Determination shall comprise a detailed statement of reasons for the Expert's decision, including explanation of the methodology used to determine the Initial Fees.